Cared More
by atigerlily
Summary: She let a single tear roll down her cheek as she mumbled, "I just miss him."
1. Chapter 1

"But I've always cared more than him."

Emma replied solemnly as she moved to lay down on her cozy, new white bed with her soft cotton pajamas on.

"You don't know that, Emmie. Will may just have a different way of showing it to you. I'm sure he still cares about you and maybe it's just hard for him to be around you."

Emma had been confiding in her older sister about Will since she got married a few months ago to Carl at their Vegas wedding in December. She used to call her mom about problems, especially Will problems, but since her marriage, their relationship had grown a little strained. She figured her parents were just upset and that when they met Carl, he would grow on them like he had done to her last year in the middle of her issues with Will.

"It's been three months! When he was married to Terri and I was the single one…I—well you know how I was with him. I didn't, I tried not to flirt or spend time with him but I couldn't stop myself because it always made me happy, made me forget that he went home to someone else… but he hardly even looks my way. And when he does talk to me, it's so forced and awkward. It's like he just wants me to leave."

"Because he still cares about you."

"Then why doesn't he show that he cares! Why can't he see that I'm moving on and happy? That at least I still want his friendship?"

"Maybe you'll never get that back. Emmie, men deal with heartbreak a lot different then women."

Emma's heart sank at the thought of never having Will as a friend again. She had gone three years just being his friend even though she had been in love with him, and he couldn't even say "hi" every once in awhile to her?

"So he just ignores you at school? I mean, you guys have to at least see each other in the teacher's lounge or staff meetings, right?"

"That's the problem, Ella. He doesn't outright ignore me but he's always short, and if the conversation doesn't involve work then it's like I see his eyes glaze over hoping I'll leave. He isn't rude, but he isn't… the Will I once knew."

Emma rolled back the covers and headed to her kitchen for a glass of water and aspirin while continuing to talk with her sister.

"Listen, he isn't ever going to be the Will you once knew. Because the Will you once knew was in love with you and…you did love him back. Let's face it, most men can't just be friends with women they've thought about sleeping with."

"Ella!"

Emma blushed and covered her cheek with her hand. She looked around as if anyone in her empty apartment had actually heard her sister.

"What? It's true and if you don't think he has, you're seriously delusional. Believe me Emma, if you had sexual thoughts with him before you were married… I can guarantee he has."

"We shouldn't even be discussing sexual thoughts and Will!"

Her sister agreed but after a long pause, Emma continued.

"You know, he even dated this blonde girl for awhile and still wouldn't talk to me much. I couldn't have been with someone so easily willing to give up on something in the first place—"

"—Oh Emmie, don't give me that speech. He may have run the moment he realized you were a virgin but when he came back to his senses… you ran too."

"Do you know how hard it is, how hard it was to care about someone for three years only to find out they're just like every other guy? I had good reason to run."

"If that's what you really think then fine."

Emma rolled her eyes at her sister's remarks. She had always wanted Will for Emma, and even after she heard about Shelby and April… she seemed to see his side more than Emma's and that bothered her.

"Why is it that when I try to tell you about my problems with Will, you just agree with him? Because everyone in the school seems to think this was all my fault – but even my own sister?"

Ella paused for a moment, seeming to contemplate her next words before she spoke. Emma almost said she had to go, when her sister finally spoke up.

"Em, I'm not taking anyone's side in this. All I'm saying is…you're a newlywed and we've spent the last 45 minutes talking about why you can't be friends with your ex-boyfriend or whatever you want to call him."

She looked out past her bedroom into the living room to see a 20 x 20 wrapped canvas photo of her and Carl shot a weekend after they got married. Emma wanted proper wedding photos around their apartment to make it feel a little less like then didn't just elope. He was kissing her cheek and she was smiling brightly and genuine.

She walked over to her dresser and pulled a small, crumpled photo out from beneath her underwear that had her and Will together at his sister's house with his two nephews after she asked them to babysit one night. They had already made dinner reservations at an expensive restaurant 20 minutes out from Lima, but Emma admitted she had never babysat in her life and she wanted to try. They had changed plans to help his sister and Emma brought two chicken salad sandwiches along. It was her favorite date ever and she'd taken a quick snapshot of all four of them snuggled on the couch together.

She held the picture close to her heart and almost forgot Ella was still on the line.

"…Emma? Are you still there?"

She let a single tear roll down her cheek as she mumbled, "I just miss him."

After another long pause, Ella spoke up.

"I know you do, and honestly I don't know what this all means right now but I'm here for you Emmie. _Always._"

Emma smiled through her watered eyes and gripped the phone.

"Thanks sis, I love you."

They said their goodbyes and Emma went to wash her face before climbing back into bed. Carl wouldn't be home until tomorrow so she grabbed her cell phone to send him a quick text.

_Hi honey, I'm going to bed but just wanted to say I love you and can't wait to see you tomorrow._

She hovered over the send button momentarily wondering if she should wait until tomorrow morning in case he tried to call tonight. She wanted him to know she was thinking about him, but the shakiness of her voice after getting off the phone with her sister would raise concern and she didn't feel like answering. She didn't really know why she was so upset herself.

_Love you too Ems. I should be in around 7, but I'll call tomorrow before my plane leaves. Mom's coping better with things but anytime anyone mentions dad she just breaks down. It'll just take time I guess._

Emma had found out Carl's father had passed away from a sudden heart attack and he flew to be with his family last week. She missed him, but the time alone was nice for her as she was still adjusting living together.

_She'll get through it with your caring heart there to help her. Love you, night._

And Emma rolled over to her side placing the phone on the nightstand. About an hour later, she woke to a buzz from her phone.

She reached out to see who had just texted her and flipped it open.

_Hey, sorry if I woke you. But do you know if we need to be at the Chateau at 7 or 8 to sign in the kids? _

_-Will_

A wide grin spread across Emma's face as she read the text from Will. It was simple, business-like but she couldn't help but feel her heart beat quicker as she tried to think of a response. She didn't want to just say, "8" because Will hadn't texted her in months and she just wanted a little conversation to remember that they were still okay.

After eight minutes of contemplation, she hit send.

_I believe it's 8. But if you want to get there a little early, I was going to help finishing set up at 7 :)_

Within a minute, her phone was buzzing again.

_Thanks._

And her heart sunk just as quickly as it had rose.

She laid the phone on the nightstand again and tried to fall asleep but her mind took her back to the Wednesday before Christmas. The last day before winter break…

"_I think we made just over 200 dollars!"_

_Will was sitting in the chair across from Emma and she felt like, for a moment, that things could finally be normal between them again after Sue had pitted everyone against her and allowed them to have something to discuss other than her new marriage or how he was spending Christmas alone. She cursed herself for the word vomit that spilled out as she had invited him to stop by her Christmas party with Carl earlier that week._

"_That's incredible, Will! Oh the little kids will just be so grateful on Christmas."_

_Will smiled and nodded a thanks to Emma. They sat there for a few moments, before they both spoke at the same time to clear silence._

"_Oh, you go ahead… what were you gonna say?" Emma replied sweetly as she placed her hands near her chin grinning at him._

_Will looked almost taken back that Emma was gazing at him. Almost like the way she used to…_

"_I—I was just gonna um, say that it was nice to see Sue being nice to the other teachers after the kids sang. Maybe her heart of stone is melting a little," he joked lamely at the end._

"_Yeah, you know I'm surprised as well. It's a shame she ruined Secret Santa though, I always enjoy exchanging gifts and revealing the secret santa. It's like a little secret you get to keep until the day we all share!"_

_Emma flailed her hands nervously in excitement, secretly mulling over whether or not to give Will the present she'd bought for him last week. They had exchanged every year since she had arrived at McKinley and Emma wanted to keep the tradition going. She'd absentmindedly gone by Music Mania last week to look around and promised herself she would only buy something for him if it really seemed fitting._

_Well, after an hour of looking through the aisles of guitars, drums, pianos, and trying to avoid the pesky salesmen, she settled on a book of sheet music from "It's A Wonderful Life", one of Will's favorite Christmas movies. It was a little pricy, but she figured they only bought gifts for another once a year anyway._

_Will gave a little laugh at her joyous expression but moved to get up from his seat._

"_Oh, do you need to go?"_

_He turned and flashed his lop-sided grin she wasn't sure why she loved so much._

"_Yeah, I should head out. Merry Christmas, Em."_

"_Merry Christmas, Will."_

_The grip her fingers had on her desk door dropped much like her hope in ever having a real friendship with Will again. Things would never be the same, she thought to herself._

Emma finally fell asleep after a few more tears dropped as she hugged her pillow.

**A/N:**  
Comments are always appreciated. If I receive some, I'll post up chapter 2 tonight!


	2. Chapter 2

The next morning, Emma woke up promptly at 9 to get a good start on her Saturday morning. After sipping on some tea and a quick phone call to Carl, she headed to Target to get groceries for the upcoming week.

Emma always enjoyed grocery shopping. Surprisingly, even through the dirty carts, sticky hands, and the number of fresh foods, clothes, and DVDs that had all been previously touched… she still found a calming presence in the store. It gave her a sense of freedom and accomplishment to look through the arrays of color doused throughout each aisle and pick and choose to her liking as she strolled along.

She was feeling better after falling asleep crying the night before and decided that today would be better. Today would be a new day.

After all, tonight was the annual McKinley High Prom and Emma had already picked out her dress for the occasion. She ordered a strapless, black and crème cocktail dress last week from Nordstroms online and was proud of her purchase.

After picking out her organic fruits and vegetables, a fresh head of lettuce, whole grains, English muffins, and a few more things for Carl, she headed to the check-out line.

While standing in line, Emma noticed a young women in her late 20s in front of her holding a little girl in her arms as she struggled to empty her cart onto the conveyor belt.

"—Oh here, I'll help you." Emma found herself moving the gratefully smiling woman's products from her cart onto the belt and smiled at the baby.

"How old is she?"

"She's 14 months old. They grow so quickly, you know?" She smiled as she bobbed the girl on her hip who was now making faces at Emma.

"She's just beautiful. I'm sure this little one is a handful. What's her name?"

Emma didn't know why she was so intrigued by this pair but she found herself peeking into the life of typical, domestic wife just shopping for her family on a Saturday morning.

"It's Isabelle. Can you say "hi" Izzie?"

The little girl moved her delicate hand up to wave and chirped out a soft "hi" before tucking her locks of brown back into her mother's chest.

"She's just a little shy around new people. Do you have any?"

Emma bit her lip, almost upset to say the truth even though she knew deep down she wasn't ready for that next step.

"Um, no. Just…someday."

The woman gave a nod as Emma looked at her with a twinge of regret she simply couldn't hide from and the woman eventually paid and thanked Emma for her help. She gazed at the little girl who was looking at her once more as the two walked away thinking how nice it would be to have that normal, traditional life.

After running some other errands, a stop by Barnes & Noble, and a quick stop for a coffee, Emma arrived home around 4 and began to unpack her groceries when she felt her phone buzz in her purse.

She quickly pulled it out and noticed it was just a text. From Will.

_Hey Emma, sorry to bug you again but I had a quick question about those forms you had due for all the teachers by Sunday night._

She sighed. Just another business-type transaction he was texting her about. I guess she wasn't exactly sure what she had hoped for at this point anyway. Emma looked down at her phone for a moment before deciding to take a different approach.

_Having some trouble? ; )_

She wasn't trying to be flirty with the wink face, but—well maybe she _was_. Anything to see a laugh, a joke, or a smile from Will would make her happy at this point, even if it came through the form of a text message.

_I just needed to know if you wanted the number of students for all class periods or just the first 2 periods because on the form it says total number._

Emma rolled her eyes. Not only was this a work-related question, but he wasn't even playing along with her little attempt at flirting.

_You just need to do the first 2 periods. Are you excited for tonight?_

She pushed it a little more, venturing to ask a somewhat personal question knowing he very well could just say "Yes" and that would be the end of it but she tried anyway.

_Yeah. Are you?_

A question! He asked _her_ a question. A small one, a question that a happily married woman shouldn't get nearly this excited about but it was a little peek at the possibility of progress.

_Of course I am. Dressing up, dancing the night away, you know me ; )_

Okay, so that was two wink faces in one conversation but he practically ignored the first one. Emma had long forgotten her groceries still sitting in their bags as she moved to the couch with her phone.

But after awhile, she started to shrink down into her hopeless self again. She wasn't sure which was more disappointing: the fact that he hadn't replied yet, or the fact that she had sat stared at her phone for a solid fifteen minutes waiting for it to light up.

Just as she went to move on with her day, her phone buzzed on the coffee table and she casually, but briskly walked back to see if he had responded.

_Sorry, had to hop in the shower real quick. Yeah, I remember those dance moves. You were always pretty good._

Oh boy, now she was in trouble. She had not only just pictured him in a white, cotton towel wrapped around his waist now but she blushed lightly at his compliment as well… But she couldn't stop herself.

_Now you're just being nice. I think we know the better dancer between the two of us._

Emma was worried that could easily be mistaken as the end of a conversation so she quickly sent along, '_When are you going?' _before he had a chance to respond.

She bit her lip for a moment thinking how ridiculous she was acting right now, but she had sadly recognized that Will had an ability to catch her emotions and control them at a moment's notice. If she was being honest with herself, Emma knew that was one of the reasons she had been afraid to be in a relationship with him. But Emma never really liked being honest with her feelings for Will.

_I dunno yet. I'll see ya later!_

After she quickly read the response, she stared at the screen for a moment before dropping the phone on the couch and heading straight for the shower.

It was supposed to be a new day filled with promise, but it seemed this one was becoming a part of the same old collection of disappointment.

Again, he wasn't being rude to her… but he wasn't being the Will that would text her until they saw each other at the dance like past years. _What was wrong with her and why did she care so much?_

Emma climbed into the shower and tried to let the steam fill her senses and erase all the pain and shortcomings she had felt lately. She was supposed to be the happy one who had "made it" now. She was married, and did love Carl. He was caring, compassionate, and it all felt just like love. Except no fears of losing him and it wasn't so tough.

She eventually finished up and moved to her bedroom to finish getting ready. Applying her make-up perfectly, she hummed along to the sounds of that little song from "Up" and looked herself over once before beginning to curl her hair. She hadn't used the curling iron in awhile but she figured for a special occasion she would pull it out.

After another twenty minutes of prepping and slipping on her dress, Emma glanced over at the clock and realized she needed to leave in five minutes to be there by 7. Carl had told her earlier that morning that his flight wasn't getting in until 10 so she reluctantly agreed to just let him ride a cab home. She scribbled a small note with a 'welcome home, xoxo' on it and placed it on their kitchen counter before grabbing her clutch and heading out.

Upon arrival, Emma scanned the room quickly to see who had come early to help set-up. After noting how impressive the ballroom had looked, she saw Shannon and walked over to join her.

They had become pretty good friends through Will and sat together at lunch from time to time. Shannon seemed to have a better bond with Will these days and Emma envied her a little bit for it.

"Hey Emma, most of us are just finishing up putting these tables out right now if you want to help us. Or…I know you're kind of particular about the things you touch so… we need someone to arrange the flowers in some kind of a pattern out in the front if you'd like to do that."

Emma smiled, thankful that she wouldn't have to touch the grimy used tables and chairs, and headed for the double doors to start on the flower arrangements.

About 50 minutes had passed when Emma finally glanced up at the clock noticing what time it was.

It was 7:50 and still no signs of Will. The teachers had all been told to be there at 7:45 and Emma had a fleeting thought that he wasn't even going to show up tonight. _But he'd told her he would see her there._

"Emma, you about finished with the flowers out here? The early birds will get here right at 8 so we need someone running the sign-in sheet. Will said he'd do it but I haven't seen him yet. He's probably just running late."

"Yeah, probably..." She nodded, trying to reassure herself that she wasn't about to spend the next four hours thinking about what he could possibly be doing instead of this.

And as Emma bent over the table to adjust a chair behind it, she heard a voice from behind.

"Emma, you—your hair is curled."

Emma smiled momentarily at his soft, sweet voice before turning around to face him.

"Hi Will! Yeah I figured I would… since it's a special occasion you know."

He grinned as she blushed, looking away from his eyes. Will couldn't remember the last time he'd seen Emma so beautiful and dressed up.

"You look just…

…_Gorgeous, amazing, sexy, absolutely breath taking, he had wanted to say, _

lovely."

There _lovely _was safe. Good, Will.

Emma looked down with a slight color in her cheeks still and then met his eyes.

"You look pretty handsome yourself. Are—are you helping me sign-in?"

Will's face seemed to be scanning her before he glanced back up and smiled again, a little less brightly.

"Yeah, they didn't say I'd be with someone out here but I guess it'll make the time go by a little quicker."

_Well gosh, don't look too thrilled or anything... _She thought to herself.

About an hour had passed by, the slowest hour Emma felt that she'd ever had to endure. After a few subtle attempts to start a conversation with him, she just sat there with her head resting in her hands in defeat.

She had never thought, in the last three–almost four years that she'd known Will, that she would actually wish for another staff member to be sitting with her right now. Because then she wouldn't have to think about how much she had ultimately brought this awkward, tension filled aroma looming between the two.

"Mr. Schue! You're looking mighty fine tonight. And Ms. P…damn, you clean up real nice."

"Puck, shut up. Their teachers and that's gross. Plus Ms. P is now Ms. P-H anyway."

Emma noticed Will glance down before quickly looking up again and clearing his throat.

"Puck, Santana, you guys need to sign in. Haven't been drinking tonight have we?" His eyebrows rose in a questioning glance.

Puck and Santana smiled to each other before signing quickly and walking in with no reply.

"Those two are just toxic together."

"Mmh." Emma mumbled, not really caring anymore to spark a conversation right now. When she pictured this night in her new dress sitting beside Will, maybe a dance with Will… she certainly didn't imagine how drastic her real life was from dream life anymore.

Will seemed to notice the change in behavior and was about to ask her something before they were interrupted again.

"Hi, we're here to sign in." Quinn said sweetly to the pair with Sam's arm wrapped around her shoulder.

"Well hello, you two look just wonderful tonight." Emma complimented and the couple just smiled and thanked her before scribbling their names and walking in together.

And sadly, before Emma could even attempt to move into the ballroom to dance a bit, her night had passed by.

It was nearing 11 'o clock now and most of the students had cleared out of the dance to go to their after-parties while the staff began to clear the tables and toss the food out.

"Will, Emma… you guys in for some drinks over at Murph's with the rest of us after we finish cleaning up?"

Emma was going to respond instantly with a decline because Carl was waiting for her at home now and she wasn't much of a drinker anyway, but when Will piped in with a "sure", she wordlessly followed along.

She knew this probably wasn't the brightest idea she'd ever had, but Emma reasoned that she never drank or went out with all of the staff and it was about time she tried to be a little more social. Plus, Carl had been trying to get her to try a bar for weeks now and Emma could tell him about her accomplishment.

She would just leave out that she had gone mostly to spend a little more time with Will.

The bar smelled like musty liquor and Emma involuntarily scrunched her nose up before remembering she was trying to be more relaxed and likeable by the others. They all sat down at a rounded table big enough for six and ordered drinks.

"I'll just take a beer, thanks." Will smiled at the waitress who seemed to be enjoying his smile a little _too much_.

"And you, miss?"

"Umm…I'll just have a cosmopolitan."

Twenty minutes later, the group had each had about three drinks and everyone was beginning to relax more as the night wore on.

They shared their own embarrassing high school dance stories, upcoming plans for the summer, and who all was dreading the Monday morning meeting that Figgins had scheduled dealing with the budget for next year's extracurricular programs. Everyone admitted that Sue would ultimately run the meeting like she did every year.

After another round of drinks, Will called Ben and Robert a cab home and loosened his tie before reclining back in his seat in the slowly emptying booth. Julie and Hannah, the Home Economics teachers, also left around the same time. Emma, who had been closer to him earlier as they had all squished in at one point, slid a little closer to his left side. Will quickly noticed as they were the only two left but didn't say anything.

"You enjoying yourself more now?" Emma slurred a bit, but still remained collected. She was feeling buzzed, but still in control of herself. Her flirty behavior towards Will, however, had increased.

Will looked over at her, glancing down at her rosy lips as she quickly licked them. He had a high tolerance for alcohol from his college days and only felt a bit of buzz after a few beers.

"Why do you say more now? I was earlier at the dance too."

Emma chuckled and slapped her hand on his thigh under the table causing him to jump.

"Well that waitress has been checking you out all night. Why don't you go dance with her?"

Will glanced over towards the waitress and caught her staring at him before looking back. He still felt the warmth of Emma's hand seeping through his thigh and she kept it there.

Clearing his throat, he let out a laugh before placing his hand over hers under the table.

"I think it's about time we head to our respective homes, don't you?"

And with his hand over hers he moved it back onto her lap and slid out of the booth.

Emma let out a "humph" of disappointment before sliding out to follow him.

A soft melody replaced the blast of country music as they neared the door and Emma grabbed Will's hand pulling him back towards the direction of the dance floor.

He turned around, questioning her motives with his eyes, before asking what she was doing.

"Just…one dance with me, c'mon Will. We hardly even see each other or talk anymore. Can't you just dance with me once? I don't have the plague you know…"

Will swallowed and pursed his lips. He reasoned that this didn't need to be a big deal. Just one dance and then he'd call a cab for Emma and he'd drive himself home. He was pretty sobered up at this point anyway.

"Okay, let's—let's dance. Just one song though."

He couldn't do more than one dance with her tonight, really.

Emma's big expressive eyes were showing only adoration for him right now and he knew that as soon as he gave himself a sliver of hope, she'd back away and he would be left alone again. He hated how easily she could toy with his heart and return home to her husband. It's why he had distanced himself in the first place. If he didn't let her in at all, she couldn't hurt him.

She was married now, they couldn't just blur the lines like they'd done during "Toucha, Toucha Me." And if Emma's swaying hips clinging to her dress and motioning him to join her was any indication of her mood…well he knew that it would only end bad if he didn't get out of here soon. He still had dreams from time to time that ended her rendition of the Rocky Horror song a little differently. Dreams where his lips crashed against hers as she clutched onto his chest.

Emma smiled wildly as he gave in to her request and grabbed his hand lacing it with hers as they moved out to the middle of the somewhat, empty dance floor.

"I've gotten better, you know…at dancing. Carl's helped me loosen up a bit I guess on the dance floor."

Emma felt Will's hand drop from hers at the mention of Carl's name and she quickly regretted the slip.

"He still isn't a better dancer then you though." She added as she pulled him close to her and took his hand again looking into his eyes.

Will didn't even have the heart to smile at her attempt to lighten the tension that emerged from the mention of Carl. But he had already agreed to a dance, so he held her hand in his while his other hand moved delicately resting on her lower back. He led them to the rhythm of the song, one of his all-time favorites covered by Michael Buble's sultry voice.

_You give your hand to me  
And then you say hello.  
Oh I can hardly speak  
My heart is beating so…_

Emma moved closer to his body, hugging herself against his chest as her other hand settled on his side in his suit jacket. His grip tightened on her back and they had little space between them now. She smiled and glanced up at his eyes before moving her head to rest on his chest.

"I miss you, Will."

He barely heard the mumble, but decided to act like he didn't it as he swayed along with his chin gently resting on top of her head.

Emma mistook his ignoring actions as though he hadn't heard her and turned to look up at him, her lips only inches from his now. Her hand let go of his hand leading them, and she slowly moved it up his neck and to the side of his face, feeling the slight scruff and resting it near his ear. Her other hand still remained clutching at the side of his body underneath his jacket.

"I said I miss you." She spoke louder and more forceful this time.

Will stopped leading them around as they swayed stationary now and closed his eyes looking away. Her hand came down to rest on his shoulder.

He couldn't do this. He couldn't do this one bit.

"I—I heard you, Em." He choked out. He continued looking away though, not making a move as their swaying slowed to an almost complete stop.

Emma narrowed her eyes and bit her lip before moving to thread both hands behind his neck and pushed his head down. His scruffy cheek glided against her soft one as she held his face next to hers letting her fingers slide through the curls on his nape. She shut her eyes hard and willed herself not to cry at his refusal to even look at her right now.

"Will…"

He remained still as their legs stopped moving and they just stood so tightly gripped to one another letting nothing but airwaves of tension slip effortlessly between them.

Emma moved her cheek away from his and pulled him back so she could see his face.

"Please, Will. Just…tell me you miss me too. Just say it." She almost whimpered out that last part, feeling a tear slide down her saddened cheek. She quickly swiped it away and looked down between them.

But Will noticed the tear slip down her porcelain face through loose curls falling around her face. He mentally cursed himself for pushing her to the point of tears over him.

_Of course_ he missed her.

But if he voiced it aloud then it would make it even hard to deny that he was moving on. It would erase every measure of progress he'd tried to make in the past few months since her marriage had been thrown in his face.

He wouldn't dare admit such a thing to a married woman.

Emma felt riddled with a wave of insecurities as he continued to ignore her plea. What she did next would ultimately keep her up that night feeling pangs of regret and lust.

She looked up into his eyes momentarily before shutting her own and moving her head to the side of his face. She softly pressed her lips to the edge of his strong jaw line. Hovering for a moment, they stood motionless. When he continued to only stare straight ahead with his hands steady on her hips, her fingers curled tighter behind his neck and she sucked lightly for a moment near his pulse point. His fingers ground into her hips tighter but he made no movement to kiss her. Emma felt his pulse racing as she dipped her tongue out against his neck for a second before he pushed her away.

"You're drunk." Will spat out as he glared at her.

Emma regained her balance and glared right back at him.

"I'm not."

"That's even worse."

"Why? Because I know exactly what I'm doing."

"You're just… you're making me want you and that isn't fair. You have a_ husband _for that now."

"Wait you…you want me?"

Emma's heartbeat quickened at just the thought of him still desiring her.

"Emma, stop. I—you have someone waiting at home for you and I'm sure he wouldn't be very happy with you right now."

"Well, that's how married couples are. He isn't always happy with me, and I'm not always happy with him."

Will looked into her eyes and then looked away. The emotions were too strong and he couldn't do something he'd regret.

"You don't mean that."

"How do you know what I mean or how I even feel anymore? You don't talk to me."

"I'm not talking about this with you anymore. God Emma, we're done. This…it was all a mistake."

Emma turned and walked away from Will towards the exit shaking her head as she continued to argue with him.

"No, no you know the _only_ mistake was thinking that you ever really cared about me," as her voice shook with frustration and sadness.

Will quickly walked to her pulling her arm back towards his direction. He had to resist falling weak to the way her curls flipped angelically back at him and her watered eyes shone sadly up into his.

"You don't _get _to make me feel bad about this, Emma. You're the one who made passes at me tonight and kissed my neck. I've tried so hard to move on from you, but you won't let me… I still miss you every single day."

Before Emma could even respond, Will was out of the bar and drove off fast into the darkness.

Emma shook her head and kicked at the ground before grabbing her cell phone out to call a cab. She gasped at the time on her clock realizing it was already 1:00. She had 4 missed calls from Carl too.

Within fifteen minutes, Emma arrived home, washed her face, and slipped into her pajamas snuggling into bed beside Carl.

He groaned for a moment before rolling over and cuddling up into her side. Emma grabbed his arms tight around her waist as a few more tears silently came down.

"Hmph, baby you okay?" He mumbled to her in the dark as he held her tight.

She shut her eyes tight and nodded, "Yeah, I'm fine. Just a really late night. I missed you."

"Oh, I missed you too. So much."

She couldn't help but fall asleep thinking one thing,

_He misses me._

**A/N:** Hmm, who is Emma referring to? ; )

Reviews are appreciated. I enabled anon reviews now so if you couldn't before, you can now!

I took a line or two from the song "Clean Getaway" by Maria Taylor and tossed it into this story because it fits Will/Emma so perfectly, can anyone spot it? And I hope the angst wasn't too much. Eventually the storms will pass, it just might take a little while longer.


	3. Chapter 3

**A/N:** Thank you so much for all of your kind reviews so far! Enjoy!

"Emma Abigail! What the hell were you thinking? You're a married woman!" Ella exclaimed across the phone so loudly that Emma almost dropped it on her newly mopped floor.

She made a pout face even though her sister couldn't see it and gripped the counter,

"Well you don't know the context ex—exactly..."

"Hmm, the context…okay let's see, you were both sober. You both danced way too close and you sucked on his neck before you came home to your husband? Is—is that right, did I get everything from the story?"

"Ella! I did not call you so you could lecture me on right and wrong. I know it was wrong, don't you think I know that? I—I just, it was in the moment and he… he wouldn't tell me that he missed me, he just kept being stoic and bothersome. I'm—I know it was wrong, but I _wanted_ to. And I just went for it."

"Emma, regardless of how you felt…you have obligations to your husband. Obligations to be honest…to be faithful—"

"He told me he misses me everyday. That's what he said, El…how am I supposed to—"

"—You've got to be kidding me. Do you need a lobotomy? Were we raised by different parents? You don't do stuff like this, Emma! What's gotten into you?"

It was the first time someone had really stood up to Emma in a long time and she felt speechless. She _had _become someone she hardly even recognized anymore.

"Ella, I, gosh… I'm so sorry. I—I really don't know what I'm doing anymore honestly. I'm… just this emotional, confused, dishonest person now…I hardly even counsel properly like I used to because my personal life has overflowed into my work. I—I don't know who I am anymore."

"You are _still_ that person that baked cookies for every staff member and double for Sue last Christmas after she tried to ruin things, you haven't made love with Carl yet but,"

At this, Emma immediately felt a blush rise to her cheeks. She hadn't and she'd admitted it to her sister only, but she was getting better...

"…you told me you're getting closer though, and you know…you even bought a gift for Will and tried to be friends. You have good intentions, but sometimes they don't work out like you want them to. And…Emmie, I'm gonna tell you something that no one else will tell you and you won't want to necessarily hear,"

"Ella, don't—"

"Will Schuester will be a part of your life until you let go of him and move away. Let's face it, he makes you nuts in every form of the word and until you don't see him everyday, it'll always be an issue."

Emma sat down at the mention of this thought. The thought of never seeing Will again, the thought of moving away from Lima…

"…like he says too. Carl has a right to be leery of Will and if he hasn't proposed a move yet, I'm sure he will soon…"

Her mind went into overdrive now. A move? She…she couldn't leave…

Emma didn't finish that thought as she listened to her sister,

"…But honestly, Emma, can you still picture yourself having kids with Carl someday, and bringing him to finally meet mom and dad? Is that what you want?"

Emma bit her lip out of desperation. She didn't know what she wanted anymore. And that's what bothered her the most.

"I'm…I am sorry I had to say those things but, Emmie you can't go on like this. Something needs to change. And maybe you won't know the answers to these questions for awhile, but…maybe consider getting a therapist to talk about these emotions and feelings with."

_A therapist. A therapist for a guidance counselor sounds ridiculous._ Emma thought to herself momentarily,

"El—you think I need a therapist?"

"It couldn't hurt. I can listen to your stories all day but I'll always have my own opinions based on the past and who you were. At least a therapist has a clear vision of who you are right now and who you want to be."

Emma paused, unsure of what to say now. Her sister sounded logical and…it wouldn't be so bad talking to someone else about these thoughts.

Just then a door swung open as Carl came into their apartment and walked over to give her a kiss on the forehead. He had two bags of groceries from Whole Foods in his hands and began putting them in their fridge.

She smiled and motioned that she'd be done in a minute.

"Carl's home, El. I'll have to call you later…but thank you. I'm—I'll look into it."

"I love you Emmie, I know you'll find your way."

Emma hung up and put her cell down as she moved to give Carl a kiss on the lips,

"Let's go out tonight. I don't feel like cooking."

Carl's eyes grew wide instantly, "You, you never suggest eating out. Ems, you feeling alright?" He joked but moved the back of his hand across her forehead.

"I'm fine, I—I just want to get out of here. Maybe even a movie too? It's a Sunday evening, right? Might as well enjoy the last part of our weekend."

"I'm…I'm thoroughly impressed, babe. You are just full of surprises." And he moved to hug her in a warm embrace.

She loved him, she really did. She hadn't told him about Will, and she realized this was the first time she'd truly withheld something from him— she needed help. Maybe therapy wasn't too far off.

Monday morning came and Emma tried to wrap her head around all that had happened in just a few days. Her mind swirled with a million different thoughts as she drove to the school.

_I miss you every single day._

_He'll be a part of your life until you move._

_Maybe you should consider a therapist._

_It's okay that you aren't ready, babe. We went further than normal tonight…progress is progress, right?_

_Sometimes I just wish I could go back to being that lonely girl. The one who sat in her apartment preparing a meal and reading books. The one who had fallen for a married man at work. At least it wasn't as complicated then._

She almost ran a stop sign right before pulling into the school and as she parked, Emma decided she would clear up the mess with Will. And maybe then, she'd feel some sort of clarity that had been completely robbed of her since Saturday.

By the end of second period, Emma was feeling nervous about seeing Will. They both had 3rd period off and she usually ate lunch with him and Shannon at their table. Emma had grown accustom to covering her emotions in public settings with Will around, but she wasn't sure if this one could be easily masked by either of them.

Emma went into the room and was surprised to see the table empty today.

She figured she was a little early and sat down with her lunchsack. Moments later, Will walked in. He looked perfectly normal, _handsome like always...god, stop it Emma._

He took a seat next to her and pulled out his lunch, "So how was your weekend?"

Emma stared at him in disbelief. He couldn't honestly just be fine with how things ended on Saturday.

She let out a breathy laugh before replying, "How…how was my weekend? Will, you're not gonna—"

He looked at her like he knew this was coming so he inched closer to her but not too close.

"I'm sorry about Saturday, Emma. I—I should have just gone home and saved us both the consequences of our drunken actions—"

"—I wasn't drunk Will, and neither were you." She eyed him suspiciously as he continued.

"I…okay, I'm sorry for the things that happened on Saturday so let's just put this behind us and move on. Okay? I'm sure you and Carl argued… and then made up like married couples do so let's just save those details,"

Emma was in a state of shock. Will had ignored a lot of things lately but she didn't think this would be one of them. Did he really not care? Was he not as torn up over things as she was anymore?

She wanted to slap his face for being so difficult right now, but Shannon walked in and they collected themselves accordingly.

The predicted tension that Emma had figured would play out in the teacher's lounge only surfaced as _"What's wrong with, Emma?"_ looks from everyone else. She was livid.

As lunch ended, Will and Shannon got up to head to their classrooms to prep since 4th period didn't start for another 25 minutes. But she couldn't go any longer without _really_ talking to Will about what had happened.

He said his goodbyes and headed for his office without another word to Emma. Her brow knit in frustration and she followed behind him. She waited until he reached his office and she shut the door behind them,

"Jesus, Emma! You scared me! What are you doing?"

Emma frowned as he moved to stand near his desk, and she quickly locked the door.

"Emma…what—"

"Stop this, Will! Just stop acting like we're two buddies at lunch who didn't just have the biggest argument we've ever had on Saturday. What is wrong with you!" Her voice shook but she continued, trying to calm herself down.

"You really think you can just keep putting on a smile like this? We're kidding ourselves if we think that's the solution here."

Will seemed angry now, but he jauntily pushed himself up onto the front of his desk never leaving Emma's eyes.

"Solution? I'm all ears, Emma bee,"

She licked her lips, mostly unsure of where to go from here. She was feeling like this a lot lately, but everything he did seemed to off put her.

"I…well, I just want to talk about things. About us."

Will kept the same false grin plastered on his face before saying, "Okay, shoot. What do you wanna know?"

Emma felt defeated for a moment before her mouth broke out into a smile as well.

"_Okay_…if you're going to act like an immature child, then I'm going to treat you like one. Now, why did you think we could have a relationship built on trust if you made out with someone and slept with someone else…and never bothered to tell me? Is that how you do with all your girlfriends?"

His eyes grew big and she'd never seen him look so angered with her, but she figured it was better than a cheesed-fake grin. He looked like he was choosing his words carefully as he stayed seated on the desk.

"First of all, I haven't _had_ any girlfriends since Terri besides what happened with you. Second, I know Shelby was a mistake but I never did anything with April…I don't know where you got your information from, but—we didn't sleep together."

Emma stood motionless as her mouth dropped open a little. _What did he just say?_

Will took her silence as means to continue,

"Emma, you knew from the start that I wasn't perfect and that I messed up plenty of times. You saw it in my own marriage and ignored it. But I realized you'd always put me on this pedestal and just waited for me to fall…to disappoint you. Well, I did. And _you're _the one who ran at the first sign of trouble. You told me that if this relationship was ever going to work then we would need to see each other for who we are—"

"Well, it was true! You disappointed me and I felt like a failure myself. I'd felt like I had just shared something so special, so precious with you and you took it and kissed the first girl who I can only assume was not a virgin! How do you think that made me feel Will?" Her voice choked at the end and she looked down in embarrassment.

It had seemed like she had hit a nerve in him and realized things were about to get ugly as he jumped off the desk exasperated.

"Made _you_ feel? I don't think you heard what I just said. You had said 'if this was relationship was ever going to work'…Emma. To me, that meant we would wait for each other and figure things out. When you said that, I thought you meant it. And come to find you started seeing Carl. You gave me a hope in something that you didn't care about anymore…how do you think _I_ felt?"

Emma was losing ground fast and she was beginning to have trouble making eye contact with the man she'd come to hurt so much.

"I'll tell you how I felt…Stupid. Stupidly waiting for the girl I'd kissed months before and longed for after our fight through your glares and not-so-subtle rejections. You played me for a fool."

She gripped her fists and shook her head rapidly,

"You played me for a fool quite a bit too, Will. Don't you remember Terri trying to ruin us, trying to break up whatever we'd been trying to save and then…I find out that you've slept with her while you were out sick!"

"I'm not even going to waste my time asking how you know that this time around Emma because you were dating Carl then. You know, you're husband now. You moved on…why am I not allowed to move on? You can't just bring up things that have happened since you've been with _him_."

He spat out the last word and Emma realized they were going nowhere fast. He would always have a reason to be angry with her and she would be the same.

Emma shrunk down her shoulders and thumbed her skirt nervously, and Will sensed that she didn't want to argue anymore.

"Look, let's just…can we just call it even and move on. Emma, these arguments over the same problems are getting us nowhere. We just weren't meant to be together. I…at one point, I dreamed of spoiling you with dates all planned out for months and slowly working at your mysophobia. I wanted you to get help because I wanted it for you, always. Not for me. I…I fell in love with the girl who wiped her grapes and it didn't matter to me. I dreamed of whisking you off your feet and meeting your family someday…giving your brother an old pop on the nose," he joked but Emma flinched and he went on.

"I…what I'm trying to say is, at one point, I saw a future with you. And maybe you saw one with me too, but we're moving on. You've moved on and I'll—well, I'll get there too one day. Maybe we're just two people that wanted something we could never really have."

Emma looked up to meet his eyes after a long pause and wiped a tear that had slid down her cheek and whispered quietly, "But I did have you…we had each other and, I thought we were happy."

Will looked out the window and rolled his head back. His instincts wanted to hold Emma close but he stood still by the desk. She wasn't _his_ anymore.

"Em, we were. Or, I—I was happy at least. I think everything going on with Terri just made me question who I was after being with her for 15 years. But… one thing I know, I was happy when I was with you."

Emma nodded and smiled genuinely for the first time since she'd stepped into his office.

He looked at his watch and told her he had to get to his class in a few minutes and Emma grasped for something to keep him here just a little longer in this moment. It had been the first time in awhile that she'd felt so open and honest with him.

Will nodded his goodbye and moved to walk around her when she said it. The one thing that ruined it all.

"Carl and I haven't consummated our marriage yet."

He turned immediately and looked at her with wide, confused eyes.

"Is…isn't this something you could discuss with, with y—your girlfriends or uh, your sister?" He could hardly form words right now and it almost angered him a little to have Emma discuss her sex life with him.

Emma wasn't quite sure why she would utter something so personal after she had just re-established an actual shot at a friendship with Will. But it was too late now,

"I…well, I just— I wanted you to know that he's waiting, _we're_ waiting…until I'm ready."

He closed the door again that he'd just opened moments before and turned to look at her like she'd gone mad.

"Emma…what the hell do I need to know that for? I—ugh, this is why I can't be your friend…" He trailed off as he rubbed his neck anxiously and walked back to place his hands on the desk.

"You just tell me things like when you exchanged 'I love yous', or invite me to Christmas parties you want me to attend with a bunch of your husbands friends that I don't know, and now…now you're talking to me about your sex life! I never told you this kind of stuff about Terri, Em, because I knew how much you had cared for me and it didn't seem worth mentioning so why do _you_ do just the opposite?"

She tried to look inside herself and search for the most honest answer she could distinguish. After a moment, Emma nervously spoke up.

"I think, maybe I wanted you to feel like I had for three years…three years of knowing you were going home to someone else and caring for them, making dinner for them…and, and kissing them. Having a life together. Maybe that's harsh or cruel… or whatever, but it's the honest truth."

"This…is why. _This_ is why," he motioned his hands at her as if she should know exactly what he was referring to.

She looked at him in confusion, which quickly turned to shock as he made three strides across the room and grabbed her sides pulling her closer to his body, and then he moved his hands up to cup her face gently.

"What are you—"

He didn't say a word as he held his lips just centimeters from hers. Emma's heart was racing and she felt like she was flying.

His warm breath ghosted over her face and she shut her eyes slowly waiting for the softness of his minty lips to touch down on hers. Her hands fell to his chest and she let out a small whimper in anticipation,

"—This is why we'll never be able to be real friends," he whispered quietly and her eyes flew open as he stepped back.

"…what just happened?" She gasped and tried to catch her breath, blinking rapidly. She was not succeeding in playing off her disappointment at all.

_He was going to kiss me._

"I was proving my point. You were just as eager for that kiss as I was, and you know exactly how I feel for you. Well… you feel that for me too. And Em, you can deny it all day but you wanted me to kiss you."

Her eyebrows shot up in the realization that she had practically delighted in the idea of a kiss with him.

He was right.

Her sister was right.

If she was going to see Will Schuester everyday, she would never lose her feelings for him.

He nodded as if to say her assumptions coming together were correct, and then he walked past her to leave.

"I've got class, see you around." He didn't seem angry, almost bitingly cheerful.

"Will, wait! I had just one more thing—"

He turned and eyed her suspiciously,

"Yeah?"

"Did…did you ever think about me, you know when you were married? Did you think about us? Just…be honest, please."

Emma waited for him to spout off some honorably gentlemen-like response because she'd never felt him really pull towards her until his last year of marriage with Terri anyway. And even then, he never made any kind of move on her.

Will answered almost immediately,

"Yes. I…not when I first met you, but when we became friends—yes I did. I…I'm not proud of it, but I was attracted to you and even when things were good with Terri before the pregnancy, I…I thought I was falling for you. I never acted on anything but—that doesn't mean I didn't want to."

Emma stood in the hallway as students passed by thinking her situation just got even more complicated.

A/N: Comments are always appreciated. Hopefully you enjoyed the argument between Will and Emma because they've yet to really discuss these issues on Glee! Hoping for some in the back half. Next chapter will be quite a tasteful surprise that you probably wouldn't expect and that's all I'm gonna say. The reviews all helped me write faster, you guys are great!


	4. Chapter 4

**A/N:** Thank you all so much for your kind, insightful reviews! They were deeply appreciated. I'm going out of town for a few days but I've got some good headway on the next chapter so it shouldn't be too long of a gap. In the meantime, please tell me what you think! This chapter is the beginning of a turning point for these two lovebirds.

"_Talk Spanish to me, Will. Dirty Spanish." She purred in his ear before dipping her tongue on his earlobe and grabbed helplessly at his chest._

_Emma wrapped her legs tightly around his body as he picked her up, placing her onto the counter against the far wall of his classroom door. His fingers worked up her thighs as she begged him to touch her and he slipped his fingers around her panties effortlessly._

_He whispered sweet nothings into her ear and moved down to kiss her neck as he tried to push his fingers further near her inner thigh but Emma wasn't having it. She pushed his lips down between her breasts as she slid open her soft, white cardigan. Her shy moans did not go unnoticed by one very attentive, turned-on Will._

"_I—I want you to love me. Will… show me how to make love. I… think about you all the time, even though I'm a married woman now. Just like you used to do with Terri…" her voice trailed off quietly…_

Will gasped, raising up in bed and rubbed his forehead feeling drips of sweat from the night.

"Dammit, what the hell is wrong with me," He breathed out, trying to wrap his brain around the last few minutes.

He quickly rambled off about his inappropriate thoughts of a confident Emma who had wanted him and made it known. That Emma didn't even do the real Emma justice. He trailed off his frustrations to no one around him as he sat up and finished off his glass of water by the bedside table.

Looking down, he could see the effects of his dreams under the sheets but he tried to ignore the urges to continue dreaming about _her _and turned over try to let sleep take over once more.

His mind had done this before, but Will felt different this time. He felt wrong and selfish about it now that she had effectively bolded through the once blurred lines with a quick, "I do" to her husband. If he couldn't have her in the real world, it was just as immoral and painful to think otherwise in his dreams.

And although her recent passes, while wrong, had given him a bud of hope, it just felt like some leftover sample. It wasn't a reality, and even if he believed in that hope…she'd never _really _be his. He realized the sooner he could relinquish the power she held in his life, the better off he'd one day be.

And that's what he did.

The last two weeks of April passed by quickly as students began preparing for finals and graduation announcements were sent out. Will and Emma had both been up to their elbows in recommendation letters, because after all, they were two of McKinley High's favorite staff as far as all the students were concerned.

Emma worked on not mentioning her little milestones with Carl so much around Will, and he felt that sitting with her at lunch had become much more like it used to be when they were just friends. They joked over the little things they'd always found funny and bonded through this connection again like nothing had ever gone wrong.

Occasionally, thoughts of Emma lingered a little too long in his mind, but he did his best to block them out.

They had mutually agreed, after a rainy afternoon three days after their heated argument, that their friendship just wasn't ever going to be traditional… but they simply couldn't avoid each other like children. They needed to grow up and accept everything that had happened and move forward.

He exited her office that afternoon feeling relieved that _maybe_ through a workplace friendship with her, he could move on from romanticizing ideas of her naked in his classroom gasping his name. He would begin to see her as… just another colleague, he hoped.

Will suggested that they try to find a balance and work through things. They found a compromise that accommodated his needs to not know _everything _going on in her life, mostly anything relating to Carl, and she agreed that if he needed her to help with Glee club she was allowed to do so.

The second end of the deal was not so easy as Emma had to sit Carl down and explain first, everything that had happened recently with Will…and second, try to prove to Carl that she was capable of Will's friendship at school and nothing more.

Carl didn't seem convinced much, but she fought for their friendship and for spending time with the Glee club because Emma realized somewhere along the way…she was coming back to her normal, morally bound self. And she honestly missed the kids. Will too of course, but she missed the excitement and thrill of each performance that touched her heart time and time again.

She too had lingering thoughts occasionally, but she reasoned that it was healthier than what had been escalating recently.

In every sense of the word, they had found _true_ compromise. And it settled their star-crossed hearts.

That is, until the day Will and Emma broke the compromise on a Monday morning in a staff meeting during the second week of May.

Will walked into the old library where all the staff meetings were held and quickly found a seat in the back by other teachers from the Language Department as many more filed in.

After five minutes, he'd already finished his free coffee from the flirty barista at Starbucks and began to run through sheet music. He was feeling chipper and purposeful for a new beginning as the summer was quickly approaching.

This chipper heart, however, shattered as Emma Pillsbury-Howell waltzed in with the widest grin he'd ever seen on her beautiful face.

"Em, what's up? I…I've never seen you glowing this much on a Monday morning, especially the doozy of a staff meeting we've got today…" he joked, but Will was worried. He knew that look, and he hoped it wasn't what he thought it could be.

Emma brushed the hair from her eyes and glanced away. She felt awkward, and he could tell.

_Oh god. She didn't._

She shifted uncomfortably in her seat before speaking,

_Don't. Oh please don't say it._

"…well I'm just really happy. I—I had a wonderful weekend, that's all."

He knew he should let it go, just move on and forget the bright gleam in her smile and the offset purplish, blue hues showing a lack of sleep under her eyes. Very much unlike the Emma he knew.

It was natural, she had been married for months now…that's what married couples _do_. They have sex. But somewhere in the back of his mind, Will had never let go of the hope of one day making love to Emma. And it didn't occur to him that his mind had laid this claim on her until right now in this moment.

_Emma isn't a virgin anymore. Why is this so difficult for me? Of course she's not. She wasn't… just going to wait around forever. Or maybe I'm just overanalyzing things._

But he couldn't ask, he—_they_ had agreed that they wouldn't dig too much into their personal lives anymore. Losing your virginity wasn't something two co-workers just discussed after a weekend away. No, he absolutely couldn't.

"How was your weekend, Will?"

She could do this.

She had that urge to spill everything to him like he was her best friend, her one true confidant… but this, big thing…it wasn't exactly going to follow their agreement.

So she directed the conversation at him.

"I—my weekend was good. Yeah, but not as good as yours I'm sure, am I right?" he joked cheekliy but Emma narrowed her eyes at him.

"Are you okay?" She asked cautiously, hoping that Will hadn't in fact just read every emotion she was feeling right now.

"Good. I'm—I'm great." He spouted off dumbly, not quite keen on forming sentences right now.

_God, can this meeting start already. _They both collectively thought as Emma continued staring at Will while he avoided her eyes.

_He knew he shouldn't ask. But it would eat at him until he did. Because she wasn't just some doe-eyed colleague who gave him advice when he needed it. No, she was his beautiful, funny best friend who used to cut her sandwich crusts and sometimes still Lysol's the table down before sitting. The one who loves shopping for rain boots year round, but detests the actual idea of puddles and rain. The one he was still deeply in love with._

"Did something…special happen this weekend? You know, like—"

"—well I did see a movie at the theatre and I didn't even bring my wipes, I—Will, I'm just improving _so_ much you know.."

_Oh, that wasn't good. She knows it's coming and she's avoiding it._

"Emma, what really happened? Because…I think we both know it's not that. I'm—"

He hesitated again, seeing the look of fear in her eyes. Fear of what she knew was coming.

"…breaking our agreement and I know, I—this isn't even appropriate of me to ask. I know that, okay. But…I, you see, you've made a point to tell me two times that you and Carl _haven't_,"

He couldn't finish the sentence and momentarily looked around to see if anyone was listening. And most had moved to another table by now.

_Of course. I wouldn't want to be around this painful, awkward bomb just waiting to explode either._

She looked down and whispered softly before he could even finish,

"Yes. Will, it happened."

And he felt the walls of his heart painfully fall apart as soon as she had said those four simple words.

He knew they were coming…he knew _it _was going to come one day, but it didn't prepare him for this moment. Nothing could prepare him for the moment he finally lost all hope in having Emma Pillsbury to kiss, to love, to laugh with, and grow old with.

Emma swiftly pursed her lips and swallowed, as she always did when she had no idea what to say. His eyes went hollow as she looked up into them before quickly looking down.

She tried to search for the moment in Will's marriage that had broken her inside the most, and _maybe _she could mimic how she would have wanted him to react in that moment. But her thoughts immediately stopped as she watched his shoulders fall in and his mouth screw into this uncomfortable smile as he got up and walked away without a word.

By the end of the day, Will had pulled out his back-up plan in case this kind of heartbreak ever deepened and made him surrender his future ideas of happiness all at once. He had been job searching and making phone calls to look for a position as an Arts Director at a number of schools in surrounding cities and states.

He knew the day would come when Emma would take comfort in the arms of her husband and make love to him. Because she did love Carl, and… she obviously expected Will to keep her friendship too. But he rolled the idea over in his head a million times and realized that it was physically and emotionally impossible to separate his love and his friendship from Emma. Because somewhere along the way between discussions about Glee club and their personal lives… he had lost that line. And it was never coming back no matter how many compromises they tried to make.

Will took his paperwork to Figgins and gave his two weeks. He kept quiet about the matter and warned Figgins that he needed time to share with the Glee kids and explain his leave. He didn't want anyone to think he was only leaving because of Emma. It had become more than that, and he needed them to understand that his life had become one that felt empty, lukewarm. He used to find joy in every smile of accomplishment through his students, but those smiles only served to remind him of the lack of accomplishments he felt within himself.

He had decided he would tell Emma a couple days before he left, and finally gain some closure on McKinley High and the realm of memories, both triumphant and painful, it had held.

Emma was typing away on a letter for Mercedes College applications when she heard Will come in. She noticed his distant look and an eerie feeling swept over her office.

She thumbed her skirt nervously and looked into his eyes. She wanted to ask him a _million_ questions.

_Why haven't we talked in the past week?_

_Can we not be friends anymore?_

_Did I mess this up again with my disclosure about Carl and I?_

_I didn't want you to know.. I didn't want to hurt you anymore than I have._

But these thoughts where quickly ushered aside as he sat down and began,

"Em, I… I have something to tell you."

She nodded and urged him to continue.

"Will, what is it?"

He clutched his eyes and began running through everything he'd practiced the night before. He'd probably never see her again, and he couldn't mess this up.

"Em, I'm leaving McKinley. There's a school in Pittsburgh that's offered me a job as the interim Arts Director."

Emma's eyes shut for a moment and reopened as if she had just dreamt the last five seconds. She looked dazed and let out a soft, "What?"

"It's… it isn't about just us, if that's what you're thinking. It's not. I just don't have the passion I used to have for this place. These walls hold memories I can't hang onto anymore. I found out I was having a baby while I was here and "lost" the baby, I got divorced, I kissed you and fell in love with you…I, there's just so much of my past and I can't move forward here because I'm too busy dwelling on everything that never worked out."

Emma's heart was nearly beating out of her chest and she willed herself to concentrate on his words. She wanted to focus on the one who had pieces of her heart and was just, walking away from it all.

"But you can't leave, Will! You can't just run away from your problems, remember, you…you never let me run. We both have had moments where we wanted to leave, but we stayed. We remembered the good things too."

"I'm not running away, Em. I told you, it's not completely about us!" He tried not to raise his voice but Emma shot back at him.

"You are. You're doing exactly what I tried to do when I left here. How is it any different now?"

Will turned his back on her and paced slowly looking out into the empty hallways.

"I'm…I am not running away from anything. Because running away means feeling like when you run, there's greener pasture ahead. And right now, I—I know there's not. It's completely unknown what's ahead for me. Running away means fleeing that heartbreak you can't bare anymore, but it isn't just the ache I feel in my chest everyday when I look at you anymore. I need a future of opportunities and growth. McKinley has done great things for me, and I think it's time I moved on."

He finished with a hint of finality and turned to walk behind Emma's desk taking her into his arms for a tight hug. She hugged back, gripping him as her eyes began to blur with tears,

"Will… I can't imagine this place without you."

He pulled back quickly and Emma waited for a response, a nod, anything to show he understood. That he understood somewhere inside of her soul, she couldn't really imagine her _life_ without him.

"We're never gonna see each other again, Will! Is that what you want?"

Her tone wasn't angry, but more…desperate.

She needed to know why he couldn't physically even be around her anymore. Why he would rather move to another state than at least be her friend, her best friend who made her laugh uncontrollably at the most inopportune times and took two patient weeks to teach her how to play Moonlight Sonata on the piano.

He shook his head in defeat and turned back to her with his hand on the door now,

"Emma, I promise I'm not running from you. I'm sorry it feels that way, but it's every part of my life that has lost passion, purpose—"

"You can't! Will, quit doing this… quit acting like you're really doing this… please."

She was in deep denial and he felt like his world was crumbling as he remembered the feeling that sunk in his stomach when Emma tried to leave after Glee club's first year of sectionals. But they couldn't just solve things with a kiss anymore. The interweaving of two complicated individuals like Will and Emma had long since worn out that attempt.

"What do you want me to do Emma? We can't just fix this all in one sweeping gesture and make things okay. It doesn't work like that anymore, and we both know that a compromise was the worst idea."

"It was working just fine—"

"—Until you had sex with your husband! Emma, I…I wanted to be that man for you. I wanted to kiss your trembling fears away and make it known that sex was more than just being messy. I…I wanted to touch you in ways that no man ever has and—"

Emma's eyes widened and her lips turned into a look of regret as she stared down at her shoes,

"It was never just about sex. It was about wanting to show you how much I truly cared for you, to have that chance to prove that all along I cared so much for you. That I couldn't possibly express my love to you in any other way! But, I never got that chance and it's my own damn fault,"

"Will, don't…don't say that, please—"

"No, it was. And knowing that I missed the only real opportunity I've ever had at a kind of love that's shared and cherished between two people… the kind of love where she's your best friend and she just _gets_ you,"

Emma looked up with a slack jawed mouth and eyes full of understanding, because she had always felt like he just _got_ her from the beginning.

"Well, it just tears me up inside. And, you know the most awful part of that whole thing? I want you to be happy and having sex with your husband _made_ you happy."

Emma didn't seem to understand as she mouthed another "What" absentmindedly at him.

"You're happy because of something that isn't me and that upset me. But I realized in my selfishness, that it hurt more to know my heart ever only wanted that for you. That I ever wanted for your only source of happiness to come from my capabilities to make you happy, to help you with your problems… I limited you. It isn't healthy at all. That's when I realized I have to find a new passion, a new drive for something in my life that isn't _you_. So I am not running away, I am running towards something. I don't even know what I'll find, but I know there's more to life than two people fumbling over words to say to one another day after day because of stupid mistakes."

She lightly shook her head, unable to really comprehend everything that he'd just said.

"I know you don't probably get everything that I'm saying, Em… it took me awhile to wrap my head around it. But, essentially I'm trying to grow up."

He knew at that moment, she wouldn't understand everything. But in a few months, maybe she would.

And he turned and mouthed "Bye" as he walked out of her life.

But what Will hadn't realized, was that Emma would understand quicker than he had ever imagined..

**A/N:** Please don't hate me, I promise I have a plan in mind. And it involves some great character growth for these two, so hang in there. The fluff is definitely on it's way. Reviews are love! ; )


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